| name | shareholder-resolution-to-dissolve |
| title | Shareholder Resolution to Dissolve |
| description | Drafts a shareholder resolution authorizing voluntary dissolution of a corporation with state-specific compliance, voting documentation, recitals, winding-up authorizations, and certification. Use when shareholders formally approve voluntary dissolution, corporate wind-down, or entity liquidation. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/shareholder-resolution-to-dissolve |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
Shareholder Resolution to Dissolve
Drafts a formal shareholder resolution authorizing voluntary corporate dissolution with proper statutory compliance and corporate formalities.
Prerequisites
Gather before drafting:
- State of incorporation — voting thresholds, notice periods, and filing requirements vary by state
- Articles of incorporation and bylaws — governing document requirements for dissolution votes
- Board resolution recommending dissolution — date and substance of board action
- Shareholder register — outstanding shares by class, voting rights
- Business reason — purpose completion, unprofitability, dispute, strategic decision
- Liability inventory — pending litigation, creditor claims, contracts, employee obligations, environmental issues
- Adoption method — special meeting, annual meeting, or written consent in lieu of meeting
Quick Start
Structure the resolution in five sections: heading, recitals, resolutions, voting record, and certification. Each section must reflect the specific state dissolution statute. Identify the governing statute first (e.g., DGCL section 275, MBCA section 14.02, Cal. Corp. Code section 1900) and build every section around its requirements. [VERIFY statute]
Document Structure
Section 1: Heading and Corporate Identification
Include: exact legal corporate name (per articles), state of incorporation, principal place of business (if different), adoption method (meeting or written consent), date/time/location or consent effective date, and notice confirmation per bylaws and state law.
Section 2: Recitals (WHEREAS Clauses)
Draft each as a separate WHEREAS clause:
Section 3: Resolutions (RESOLVED Clauses)
Draft separate RESOLVED clauses for each authorization:
